8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2017

Western Digital Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-08703	33-0956711
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5601 Great Oaks Parkway San Jose, California		95119
(Address of principal executive offices)		(Zip Code)

(408) 717-6000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 6, 2017, Sanjay Mehrotra resigned as a member of the Board of Directors of Western Digital Corporation (the “Company”). The decision of Mr. Mehrotra to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on February 9, 2017 announcing Mr. Mehrotra’s resignation from the Company’s Board of Directors. The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Western Digital Corporation on February 9, 2017 announcing Sanjay Mehrotra’s resignation from the Board of Directors.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Western Digital Corporation
		(Registrant)
	By:	/s/ Michael C. Ray
Date: February 9, 2017		Michael C. Ray
		Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

SANJAY MEHROTRA LEAVES WESTERN DIGITAL BOARD OF DIRECTORS

SAN JOSE, Calif. — Feb. 9, 2017 — Western Digital Corp. (NASDAQ: WDC) today announced that Sanjay Mehrotra has stepped down from the company’s board of directors, effective immediately. Mehrotra, co-founder and former chief executive officer of SanDisk Corporation, joined the Western Digital board in May 2016 upon the completion of the company’s acquisition of SanDisk.

“I am pleased with the highly successful integration of SanDisk into Western Digital and with the team’s leadership as they create a broad-based storage industry leader and execute on the transition to next-generation 3D NAND technology,” said Mehrotra. “With these and other strategic initiatives on track, the time is right for me to evaluate the next challenge in my career. I remain supportive of the company and its strategy.”

“We are grateful to Sanjay for his contributions as a member of the board during the integration of our two companies,” said Steve Milligan, chief executive officer, Western Digital. “His wisdom and expertise have been invaluable during this important stage of transformation at Western Digital, and he has left a lasting legacy from his SanDisk years. We wish him the best.”

About Western Digital

Western Digital is an industry-leading provider of storage technologies and solutions that enable people to create, leverage, experience and preserve data. The company addresses ever-changing market needs by providing a full portfolio of compelling, high-quality storage solutions with customer-focused innovation, high efficiency, flexibility and speed. Our products are marketed under the HGST, SanDisk and WD brands to OEMs, distributors, resellers, cloud infrastructure providers and consumers. Financial and investor information is available on the company’s Investor Relations website at investor.wdc.com.

Forward-Looking Statements

This news release contains certain forward-looking statements, including statements concerning the creation of an industry leader, transition to 3D NAND technology and the integration of SanDisk. There are a number of risks and uncertainties that may cause these forward-looking statements to be inaccurate including, among others: volatility in global economic conditions; business conditions and growth in the storage ecosystem; impact of competitive products and pricing; market acceptance and cost of commodity materials and specialized product components; actions by competitors; unexpected advances in competing technologies; our development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with acquisitions, mergers and joint ventures; difficulties or delays in manufacturing; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s Form 10-Q filed with the SEC on Feb. 7, 2017, to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

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Western Digital, WD and SanDisk are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the U.S. and/or other countries. Other trademarks, registered trademarks, and/or service marks, indicated or otherwise, are the property of their respective owners. ^© 2017 Western Digital Corporation or its affiliates. All rights reserved.

Company contacts:

Bob Blair

Western Digital Corporation Investor Relations

949.672.7834

robert.blair@wdc.com

Jim Pascoe

Western Digital Corporation Media Relations

408.717.6999

jim.pascoe@wdc.com